auditors'statement to the members of BT Group plc
We have examined the
Summary financial statement
which comprises the
Summary group income statement,
Summary group cash flow statement and
Summary group balance sheet and the
Summary report on directors'remuneration.
responsibilities of directors and auditors
The directors are
responsible for preparing the BT Group plc Annual Review & Notice
of Meeting in accordance with United Kingdom law.
Our responsibility is to report
to you our opinion on the consistency of the Summary financial statement
within the BT Group plc Annual Review & Notice of Meeting with
the full annual financial statements, the Report of the Directors
and the Report on directors'remuneration and its compliance with the
relevant requirements of section 251 of the Companies Act 1985 and
the regulations made under that section.
We also read the other information
contained in the BT Group plc Annual Review & Notice of Meeting
and consider the implications for our statement if we become aware
of any apparent misstatements or material inconsistencies with the
Summary financial statement.
This statement, including the
opinion, has been prepared for and only for the company's members
as a body in accordance with section 251 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion, accept
or assume responsibility for any other purpose or to any other person
to whom this statement is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We conducted our work
in accordance with Bulletin 1999/6, 'The auditors'statement on the
summary financial statement'issued by the Auditing Practices Board.
Our reports on the company's full annual financial statements describe
the basis of our audit opinions on those financial statements and
the Report on directors'remuneration.
In our opinion the
Summary financial statement is consistent with the full annual financial
statements, the Report of the Directors and the Report on directors'remuneration
of BT Group plc for the year ended 31 March 2008 and complies with
the applicable requirements of section 251 of the Companies Act 1985,
and the regulations made under that section.
Chartered Accountants and Registered Auditors
London, United Kingdom
14 May 2008
(a) The maintenance and integrity
of the BT Group plc web site is the responsibility of the directors;
the work carried out by the auditors does not involve consideration
of the matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the full annual statement
or the summary financial statement since they were initially presented
on the web site.
(b) Legislation in the United
Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
This Summary financial
statement is only a summary of the information contained in BT's consolidated
financial statements, Report of the Directors and Report on directors'remuneration
as set out in the BT Group plc Annual Report & Form 20-F 2008
('Annual Report'). It contains additional information derived from
the Report of the Directors in the Annual Report, and does not contain
the full text of that Report of the Directors. It does not contain
sufficient information to allow for as full an understanding of the
results of the group and state of affairs of the Company or the group
and of their policies and arrangements concerning directors'remuneration
as would be provided by the Annual Report. It is not the company's
statutory accounts as required to be delivered to the registrar under
section 242 of the Companies Act 1985. Those statutory accounts are
expected to be delivered to the registrar on 29 May 2008.
A copy of the Annual
Report can be viewed online at www.bt.com/annualreport
Shareholders may obtain a copy of the full Annual Report for 2008
and future years, free of charge, by calling our Shareholder Helpline
on Freefone 0808 100 4141 (if overseas on +44 121 415 7178)
or by e-mailing firstname.lastname@example.org
The auditors'report on
the Annual Report for the year ended 31 March 2008 was unqualified
and does not contain any statement under section 237(2) (accounting
records or returns inadequate or accounts or directors'remuneration
report not agreeing with records or returns) or section 237(3) (failure
to obtain necessary information and explanations) of the Companies
Forward-looking statements 'caution
Please see the
cautionary statement about forward looking statements in the 2008
Annual Report, available as described in the previous note.
Takeover Directive disclosure
As a result
of the EU Takeover Directive, we have to make additional disclosures
in the Report
of the Directors in the Annual Report. There we set out where
this information can be found elsewhere in the Annual Report (eg the
structure of BT's share capital, including rights and obligations
attaching to the shares) or provide details on the matters not covered
||BT has two
employee share ownership trusts, the trustees of which have specified
duties in respect of voting and takeover bids;
||the powers of the directors
are determined by UK law and the articles of association;
||BT is not party to any
significant agreements that are triggered on a takeover; and
the changes to the Board announced in April 2008, there are no
provisions for director or employee compensation that are triggered
on a takeover.
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